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The General Meeting of Shareholders may not discuss or decide on any issues outside its competence
pursuant to the Federal Law On Joint-Stock Companies.
The competence of the Issuer's Board of Directors is specified in Article 12 of the Issuer's Charter:
"12.1. The Board of Directors shall exercise general management of the Company's activities, except for
the matters that fall under the competence of the General Meeting of Shareholders pursuant to the Federal Law
On Joint-Stock Companies and the Charter.
Competence of the Board of Directors shall include the following issues:
1) Determine priority areas of the Company’s activities and approve long-term development programs of
the Company (including the Company’s investment program, the Company's development strategy, and
examining reports on implementation of the Company's development strategy);
2) Convene annual and extraordinary General Meetings of Shareholders and pass resolutions on issues
related to the calling, preparing, and holding General Meetings of Shareholders;
3) Place the Company’s bonds and other equity securities, unless otherwise stipulated under the Federal
Law On Joint-Stock Companies
and this Charter;
4) Approve resolutions on the issue (additional issues) of securities, prospectus of securities, reports on
acquisition of shares from the Company’s shareholders, reports on redemption of shares, reports on the results of
requests by the Company’s shareholders concerning buyout of shares held by them;
5) Determine the price (monetary value) of property, the price of placement or the procedure for
determining the price of equity securities placement and the price of repurchase of the Company's equity
securities, as stipulated under the Federal Law On Joint-Stock Companies and when resolving the issues
stated in
Subclauses 7, 20, and 21 of Clause 12.1 of this Charter;
6) Acquire shares, bonds, and other securities issued by the Company as stipulated under the Federal Law
On Joint-Stock Companies
or other federal laws;
7) Dispose of (sell) the Company’s shares acquired by the Company as a result of purchase or buyout of
shares from the Company’s shareholders or otherwise in accordance with laws and regulations of the Russian
Federation;
8) Determine the number of members in the Company's Management Board, elect the Management
Board's members, determine remuneration and compensation payable to them, terminate their powers, including
decisions on termination of their contracts;
9) Elect the Chairman of the Management Board, CEO and terminate his/her powers, including passing a
resolution terminating his/her labour contract, apply disciplinary penalties and incentives to the Chairman of the
Management Board in accordance with labour laws of the Russian Federation, and pass resolutions on
nominating the Chairman of the Management Board for national and industry awards;
10) Authorise an individual acting as the sole executive body and members of the Management Board to
hold posts in management
bodies of other companies, as well as other paid positions in other companies;
11) Elect the Chairman and Deputy Chairman of the Board of Directors and terminate their powers;
12) Form committees of the Company’s Board of Directors, elect members of committees of the Board of
Directors, and approve regulations for the committees of the Company’s
Board of Directors;
13) Elect the Corporate Secretary of the Company and terminate his/her powers;
14) Approve (adjust) the Company’s key performance indicators, business plan of the Company, and
review reports on their implementation;
15) Determine remuneration payable to the Auditor;
16) Give recommendations to the General Meeting of Shareholders for dividend on shares, payment term
and date at which persons entitled to dividends are determined;
17) Approve internal documents of the Company establishing the procedure for formation and use of the
Company's funds, and pass decisions on the use of the Company’s funds;
18) Approve internal documents of the Company, other than internal documents to be approved by the
General Meeting of Shareholders or delegated to the executive bodies of the Company, and approve internal
documents drafted for the purpose of compliance with the requirements of laws and regulations of the Russian
Federation and securities market organiser’s regulations for issuers, the shares of which are traded on the stock
market;
19) Establish affiliates and open representative offices of the Company, liquidate them and locations of
affiliates and representative offices;
20) Adopt resolutions on participation and termination of participation of the Company in other
companies (except for the companies specified in Subclause 16 of Clause 10.2 of Article 10 of the Charter);
21) Give prior approval of decisions on the Company's entering into:
а) Transactions with non-current assets of the Company in excess of ten (10) per cent of the balance sheet
value of such assets of the Company as at the date of the decision to enter into such transaction;
b) Transactions (several associated transactions) involving disposal or potential disposal of the
Company’s property making fixed assets, intangible assets, and construction in progress in cases (amounts) and
in a manner subject to individual resolutions to be passed by the Company's Board of Directors;
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c) Transactions with shares and interest of companies, where the Company has a share, in cases
(amounts) and in a manner specified by the Company's Board of Directors, or in other cases when the procedure
for making such decisions by the Company's Board of Directors is not established.
22) Determine the Company’s lending policy in respect of the issue of loans by the Company, entering
into credit agreements and loan agreements, issue of guarantees, assumption of liabilities under a bill (issue of
promissory notes or bills of exchange), and passing decisions on the Company's effecting the said transactions,
where the procedure for making decisions thereon is not defined in the lending policy of the Company, and
passing decisions in accordance with the accepted lending policy;
23) Take decisions on the Company's transactions associated with transfer of the Company's property
without compensation or property right (claims) to itself or to third parties; transactions associated with release
from property obligation before itself or before third parties; transactions associated with rendering services
(performing works) by the Company to third parties without compensation, in cases (amounts) determined by
separate decision of the Board of Directors;
24) Approve major transactions, provided by the Federal Law On Joint-Stock Companies;
25) Approve transactions, provided by the Federal Law On Joint-Stock Companies;
26) Approve the Company’s registrar and terms and conditions of his/her contract;
terminate contract with the registrar;
27) Give recommendations for a voluntary or obligatory proposal received by the Company for the
purchase of the Company's shares as well as other equity securities convertible into Company shares;
28) Define the attitude of the Company (representatives of the Company), including instructions to
participate or not to participate in voting on items on the agenda, vote for or against or abstain from voting with
respect to the following items on the agenda of the management bodies of subsidiaries and affiliates unless
otherwise determined by individual decision of the Directors Board of the Company:
a) Concerning reorganisation or liquidation of affiliate;
b) Concerning determination of the quantity, par value, and category (class) of the declared shares of the
affiliate and the rights provided by the said shares;
c) Concerning an increase in the authorized capital of the affiliate through an increase in the par value of
shares or placement
of additional shares;
d) Concerning placement of the affiliate securities convertible into equity shares;
e) Concerning splitting or consolidation of the affiliate shares;
f) Concerning acquisition by the affiliate of shares (interest in the authorized capital) of other business
companies, including in case of incorporation of companies, if the price of such transaction is 15 per cent and
more of the balance value of the affiliate's assets, determined based on the affiliate 's accounting (financial)
statements as
at the last reporting date;
g) Concerning approval of major transactions to be entered into by the affiliate;
h) Concerning entering into transactions by the affiliate (including several associated transactions) that
involve disposal or potential disposal of the affiliate’s property comprising fixed assets, intangible assets, and
construction in progress, designated for production, transmission, dispatching, and distribution of electricity and
heat in cases (amounts) determined by individual decision of the Company’s Board of Directors;
i) Concerning transactions made by the affiliate for disposal, pledge or other encumbrance (by making
one or more related transactions) of shares and interest of secondary subsidiaries and affiliates producing,
transferring, dispatching, distributing, and selling electric and heat power.
29) Determine the policy of the Company in the area of insurance coverage for the Company and approve
the Insurer for the Company;
30) Determine the procurement policy of the Company, including Regulations for the Procedure for the
Regular Procurement of Goods, Works, and Services, and take decisions in accordance with the approved
Regulations;
31) Approve the procedure for the selection of the appraisers and/or candidate appraiser(s) to estimate the
value of shares, property, and other assets of the Company as provided for by the Federal Law On Joint-Stock
Companies, this Charter, and individual resolutions of the Company’s Board of Directors;
32) Examine the Company's
corporate structure;
33) Approve the collective agreement;
34) Increase the Company's authorized capital through placement of additional shares within the number
of authorized shares taking into account limitations established by the Federal Law On Joint-Stock Companies
and this Charter;
35) Make a decision on filling an application for listing the Company’s shares and/or the Company’s
equity securities convertible into its shares in cases set forth in the Federal Law On Joint-Stock Companies and
other regulations of the Russian Federation;
36) Approve general risk management
and internal control policy;
37) Give recommendations to executive bodies of the Company for any issues relating to the Company's
activities;
38) Take decisions on other matters related to the competence of the Board of Directors by the Federal
Law On Joint-Stock Companies and this Charter.